[SJDXA] Fw: [yccc] More ARRL Bylaw Changes

Fri Dec 29 18:25:58 EST 2017

With permission I am also sharing with you an email received from K1IR regarding the ARRL Bylaw changes proposed by Delta Division Director K5UZ (this is different than the N2YBB proposals).

Jim offers a very good analysis of the proposed Bylaw changes and interesting projections about of what might occur if the changes were to be enacted.

I offer this information in the hope we all better understand and fully appreciate the situation brewing in Newington.

If you have not yet written to ALL of the Directors, the President, and the CEO, expressing your agreement or disagreement with the proposed changes, now would be a good time to do so.  There are just 20 days remaining before the ARRL Board Meeting in January.

The K5UZ proposals discussed in the analysis below can be read here:

http://www.b4h.net/ARRL_2018_Jan_Redline_BOD.pdf

The N2YBB proposals can be read here:

 https://bit.ly/N2YBBmotions

Disclaimer:  All opinions expressed in this email are those of the authors and do no represent in any way the official position of the Frankford Radio Club or the Yankee Clipper Contest Club.

Regards,

John W2GD

________________________________
From: Jim Idelson <jim at k1ir.com>
Sent: Thursday, December 28, 2017 2:48 PM
To: w2gd at hotmail.com
Subject: Re: [yccc] More ARRL BoD actions

Hi John,

The Lisenco proposal has already been discussed at length. I'm actually more concerned about the Dave Norris (Delta Division Director K5UZ) proposals.

The substance of the changes I see in those proposed new by-laws<http://www.b4h.net/ARRL_2018_Jan_Redline_BOD.pdf> are:

  *   Board powers are substantially increased
     *   Power to Unilaterally Revoke Membership
A new provision allows it to revoke the membership of any member ' . . . for cause . . .' (where cause is unspecified)
     *   Power to Unilaterally Remove a Sitting Board Member
A new provision specifically facilitates the removal of a sitting board member from within the board by rendering such board member ineligible for office by a board-driven act to revoke membership, without involvement of the membership
     *   Power to Reprimand and/or Censure a Sitting Board Member
A new provision specifically facilitates reprimand or censure of a sitting board member without notice and without involvement of the membership
     *   Limitations on Forum for Dispute Resolution
Several new provisions prohibit any current or future board member or officer from bringing a lawsuit against the League and its board and officers, and limits dispute resolution to binding arbitration. Further, all board members and officers must accept this new provision retroactively. And, if a Board Member makes a claim against the League while still a member of the board, his/her legal costs are not covered, while any costs to defend the League and the Board are covered.
  *   Board members' personal accountability is substantially reduced
     *   Limitation of Liability and Indemnification
New Limitation of Liability and Indemnification provisions limit board members' liabilities to essentially nothing unless they do bad things. But, the definitions are loose. A board member who is simply deemed to have '. . . showed a lack of good faith and a conscious disregard for the duty of the director or officer to the Corporation . . .' is not protected.
  *   Membership's powers are reduced
     *   Ability to Recall a Director is Diluted
Modifications to the recall process make it more difficult and unilateral power to invalidate a recall petition is placed in the hands of the board. The new provision prevents membership from submitting any recall petition in the first and last six months of a director's term. It also provides mechanisms for the Board to stretch the process out for another uncapped term of at least 105 days, making much of a Director's term impenetrable. Further, the boards Ethics and Elections Committee has a new and unlimited right to quash a recall petition if in its sole discretion the reasons stated contain ' . . . untrue or misleading statements . . . '.
  *   Vice Directors' personal risks are increased
     *   Vice Directors not covered by Limitation of Liability and Indemnification provisions
Vice Directors are required to comply with all protective provisions, yet are not covered by the Limitation of Liability and Indemnification terms. This is another effort to weaken the Vice Director role with the intent to eliminate it altogether.

What's the impact? Well, let's take a specific scenario. The Board plans to kick N6AA out, or they're afraid he's going to sue (that's what came to mind as I discussed the original censure<https://groups.io/g/yccc/message/49415>). If the proposed changes were adopted, here's roughly how that could play out:

  *   The motions to implement these changes are adopted at the January Board meeting and take effect immediately.
  *   All current directors and officers are forced to agree to the new binding arbitration terms of service. This happens at the January Board meeting. Agree or step down. All agree, including Dick. The only reason he might not do so would be to protect a plan to sue the League for the previous censure.
  *   At the Board Meeting, or at a Special Meeting shortly thereafter, the Board votes by a 2/3 majority to revoke Dick's League membership on the basis of some 'cause', which has no standard and can be anything the board thinks is satisfactory justification.
  *   Board notifies Dick that he no longer meets the minimum requirements to hold the position of Director and gives him 15 days notice of their intent to act to remove him from office and a date within that 15 days on which he will have an opportunity to appear to argue his case.
  *   Dick argues his case and loses. He is removed.
  *   Dick wants to fight the decision. He no longer has a right to file suit. He must use the arbitration process, and does. The cost of arbitration is relatively low, so the League and Dick will have the resources to complete the arbitration process. In a dispute that goes to court, the costs can be prohibitive and the parties might run out of money before a judgement is reached.
  *   If Dick loses in arbitration, he is liable for his own legal expenses. He is also liable for any additional costs or other penalties coming out of the decision. The League's and its then-current directors' legal expenses are covered under the terms of the new provisions. Dick has no option for appeal.
  *   If Dick wins in arbitration, he is still liable for his own expenses. The League is liable for any additional costs and penalties associated with the decision. The L&L and Indemnification terms of the new provisions protect the then-current and any past directors/officers from any personal liability.
  *   Regardless of the outcome, after all of this happens, if the membership doesn't like it, they have little recourse. If the membership wants to take action against the Board through the recall process, the new provisions substantially limit that path. Board terms are now highly protected and the board itself has the power to quash any such recall effort. If the membership chooses to file suit against the League, the board is protected from any personal liability. Only the Corporation can be held liable in an adverse judgement.

Looks mostly bad for Dick and the Membership. Looks mostly good for a sitting board and officers and the Corporation. And, of course, this has implications that go well beyond the Dick case. I think there may be some undercurrent of fear about the poor performance of the board in recent years with respect to the League's long-term viability, and this is one prong of an effort by the Board and Officers to shield themselves in the event of a collapse.

HNY!

73 Jim K1IR

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